As Peter Parker, Spider-Man receives a letter at the Daily Bugle from Captain Britain asking for help in London. There, he got disoriented and was attacked by an animated stone gargoyle (not to be mistaken with the Grey Gargoyle). After taking off it's head, he realized it was only a robot, it shot a gas that caused Spider-Man to fall into a tunnel. When he reached the end he found he was at the feet of Juggernaut! The fight went back and forth until Spider-Man blinded Juggernaut and caused him to hit the ground hard.

Thinking he was out cold, he jumped off him and found himself surrounded by the Excalibur. For some reason, the team thought he looked like Juggernaut and attacked him. Captain Britain found himself in the same confused situation wondering where he was. Spider-Man started to explain to Captain Britain that he was not Juggernaut while fighting the rest of the Excalibur. Right as Captain Britain started to realize it, D'Spayre and Nightmare appeared and Spider-Man looked normal again. They were the one's who had tricked the Excalibur into thinking Spider-Man was Juggernaut. When Marvel Girl (Phoenix/Rachel Summers) attacked Nightmare he hit her hard and Spider-Man caught her before she hit the ground. Then the Eiffel Tower wrapped around all the Excalibur except Phoenix and Captain Britain. Then before Captain Britain could save them, the tower collapsed.

Spider-Man realizes Phoenix is dead but makes a revelation. When Captain Britain is about to get killed, Spider-Man comes out calling himself the Spider-Phoenix (using Phoenix's powers). Using Phoenix Force he destroys D'Spayre and Nightmare and they both realize that they're both robots! Spider-Man's Phoenix powers fail and Captain Britain saves him.

They understand something's up when they're attacked by the Green Goblin, Vermin, The Lizard, Scorpion, Tarantula, Rhino, Doctor Octopus, Vulture, and Silvermane. Most of them are dead so Spider-Man realizes they're robots too. They destroy them all and make yet another revelation. The robots have a familiar grin on their face, after discussing it Captain Britain starts to understand and pulls off an invisible helmet off Spider-Man's head. After taking the one off Captain Britain's head, they realize, they're in Murderworld! They escape, find the real Excalibur, and put Arcade into custody.